UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 20549

                            FORM 10-K/A


    Mark One

       [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

       [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from         to

               Commission File Number: 001-14519

               Date of Report:    May 08, 2012

                          BALTIA AIR LINES, INC.
           (Exact name of Registrant as specified in its charter)

       NEW YORK                         11-2989648
      (State of Incorporation)     (IRS Employer Identification No.)

         63-25 SAUNDERS STREET, SUITE 7 I, REGO PARK, NY 11374
            (Address of principal executive offices)

Registrant's telephone number, including area code: (718) 275-5205


   Title of each class             Name of each Exchange
                                    on which registered

      -None-                            -None-

Securities Registered pursuant to Section 12(g) of the Exchange Act:

Common Stock,            $.0001 Par Value
(Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
   Yes [  ]      No  [X]

Indicate by check mark if the Registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Act.

   Yes [  ]      No [X]

Indicate by check mark whether the Registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes  [X]       No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.


Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer [ ]           Accelerated filer  [ ]

Non-accelerated filer   [ ]        Smaller reporting company  [X]

Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act of 1934).
      Yes [ ] No [X]

The aggregate market value of the voting common equity held by
non-affiliates as of June 30, 2010 is $20,913,294.

The number of shares of the registrant's common stock outstanding as of
April 7, 2011 was 1,150,636,026.



EXPLANATORY NOTE:  This fifth amended filing is done to correct certain
errors found in the contract exhibits filed previously, and includes only the
updated Exhibit 10.2.1 to fix errors in redaction related to the Company's
request for confidential treatment, are filed herewith.

NO OTHER CHANGE IN FINANCIAL EXHIBITS OR OTHER EXHIBITS AS PREVIOUSLY FILED.




    TABLE OF CONTENTS

PART IV.

Item 15.  Exhibits and Financial Statements.

OTHER EXHIBITS


10.2.1 Lease Agreement between the Joint Stock Company,
Pulkovo Airport, and Baltia Air Lines, Inc. of February 11, 2010
with confidential portion omitted and filed separately with the
Commission pursuant to a request for confidential treatment.
CHANGED 3/2/12: Corrections made to fix redaction errors. CHANGED
4/11/2012: Some redaction errors were corrected. 5/08/2012: Redaction
errors corrected.


<PAGE>
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Baltia Air Lines, Inc.

Date: May 08, 2012

/s/ Igor Dmitrowsky
By: Igor Dmitrowsky, President, CEO and CFO